The Locust Hive: Maternal Madness
by PetroBeherha
Summary: Queen Erranda, leader of the Locust Hive changelings, gets overbearing on her drones, who rebel against her when the mysterious Mother Mae-Eye offers them pies. But her pies were enchanted to control their minds. Can Queen Erranda see the error of her ways and save her children before it's too late? Updated once every two days. Also available on FimFiction.
1. Prologue

**Prologue**

"**_I_**_ thought I told you no hogging over the trees!_" A changeling queen scowled.

"B-but Queenie!" A changeling protested fearfully, "it's not that much!"

"Well, each of you are allowed equal portions of each tree! I don't want any of _my_ children starving to death! Got it?!"

A loud, harrowing sound of buzzing can be heard in the forest, as swarms of charcoal-black changelings stripped all the trees to bare skeletons.

But these changelings were not the ones led by Queen Chrysalis, but were instead a type that was not fully dependent on love for nourishment, and instead ate raw food to survive. This tiny hive of changelings lived a nomadic lifestyle where they traveled to different environments to feed on. When hungry, they would find an area rich of food and then devour any plant or animal life they found suitable until they were satisfied. They even earned the reputation for reducing entire forests to nothing, and raid small villages for their food. Rather fittingly, they called themselves the Locust Hive.

Also unlike the Chrysalis Hive, which was concerned with gaining power and control, the Locusts were driven by the need to survive and thrive. Locust changelings were distinctive by their citrus orange color scheme as opposed to the blue and green, and also sported a pair of thin antennae that end in orange teardrop-shaped tips. Their wings were also rounded at the tips as opposed to being tattered.

Their queen was Erranda, whose holed, unkempt mane started as a widow's peak before reaching down past her withers. Short, thin strands of hair hung down in front of her large assertive eyes. Her straight horn was not as large as that of Queen Chrysalis, but it ended in a sort of hooked blade shape that can inflict nasty wounds.

Because her hive was so small to allow ease of mobility, Queen Erranda was extremely conscious about the integrity of the hive, as such a small hive was more vulnerable to extinction. Years of hardship and tragedy in a harsh world taught her to care for her drones deeply, but the resulting cold demeanor made this hard to see.

Since the last feeding two weeks ago, Queen Erranda discovered that some of her drones fought over the food, and as a result some changelings came out hungry while others were overfed. To stop this, she took measures to make sure this did not happen again, which resulted in her being more and more domineering as time went on, resulting in her present self.

Queen Erranda turned her head around and quickly flew over to two drones fighting a tug-o-war over a dead squirrel.

"Hey!" She barked. "No fighting over that squirrel!"

Next, she flew to some drones that were just minding their own business, devouring the leaves and acorns of an oak tree.

"Don't _any_ of you eat that much food! Let the others have their fill!"

Then she spotted one more changeling about to eat a harmless herb.

"_Don't eat that!_" This scare-jumped him so high that he crashed into the tree branches.

"Drop that _right now!_"

"Do not eat those frogs!"

"_Stop your fighting __**this instant!**_"

* * *

><p>Later on, the forest trees within half a mile became leafless as though it were winter, and some of the bushes now resemble tumbleweeds. The rest of the forest was still rather healthy, lush, and green.<p>

The changelings groaned and complained in a chorus about their queen's controlling behavior. Among them were two changelings named Scratt and Chitin.

Scratt is an ordinary changeling drone who acts as one of the scouts, whom Queen Erranda sends to gather information about a particular environment. Scratt's light-hearted and sometimes careless nature earned him a reputation for being a sort of clown among his peers. He would sometimes place himself or others in danger when things go wrong, or get distracted during a mission. For example, when the Locusts were in Las Pegasus, and some disguised scouting parties were sent to investigate, Scratt got distracted by slot machines before his party leader brought him back in line.

Chitin, on the other hand, is about twice his size, has a very adolescent appearance and very closely resembles Queen Erranda. In fact, he is the Prince of the Locust Hive, which is quite rare among changelings. A prince is a type of changeling that is essentially the same class as a princess, being that they are heirs to the throne. He would be addressed as "Prince Chitin", but he prefers to just be called Chitin. For now, he acts as the second-in-command of the hive, and was leader of nearly every scouting team he was assigned to - and also the best one in the Locust Hive. Chitin has straight, orange hair that grew in spikes. His eyes are also like his mother's with distinct irises and pupils, but they are smaller and narrower, giving off a melancholy vibe. His personality could be described as the opposite of Scratt's: serious, detail-oriented, and quick to anger, very much like his mother.

Having just eaten, the changelings stopped swarming on the woods for now. Seeing an opportunity to kill some time, Scratt and Chitin trotted into a healthier section of forest to talk in private.

"I don't know about you, Chi," Scratt inquired, "but don't you think the queen's acting a bit uptight lately?"

"Yeah. I know that, Scratt," Chitin sighed. "But why should we blame her, though? She's probably trying to make sure there things go smoothly. We all know how she is."

"I see what you mean there, Chi. But still, isn't she pushing it just a little too much? ...this time?"

Chitin pondered about how Queen Erranda acted most of his life. It is true that she was rather commanding most of his life, she needed to be in order to stabilize the hive, and he himself had to do the same whenever he leads a scouting team. But then he remembered that during the feedings, some drones would sometimes act like bullies and hog all the food for themselves while the others were left with less, especially poor Scratt. He and the Queen had to behave like bar bouncers to deal with the situation. But since then, she became more and more dominant during the last few feedings, even going so far as to lash out at _him_ one time. So, while he understood why his mother would do that, Chitin figured that this time, maybe...

"Come to think of it," he finally answered. "You might have a point, Scratt. Maybe Mother needs to calm down a bit. And besides" he added, "it's those other guys that need to be taught concern for their brethren. We are a hive, after all, and if we don't look out for each other, we start dying off."

"Does that excuse her being such a Little Miss Bossy, though? I'm telling ya, Chi. She's not always like thi-" Scratt's ears perked, "hmm?" He crouched over.

Chitin tried to speak, "wha-?"

"Shh!" Scratt abruptly put a front hoof in front of Chitin, much to his annoyance.

Chitin tried again, "Scratt, what-?"

"Shh-shh-shh! Do ya hear that?" Scratt whispered.

At first, Chitin thought the drone was just hearing things again, but just to make sure, he listened in for whatever he was hearing. But all he could hear are the usual forest noises; singing birds, rustling leaves, and the occasional frog croaking. Nothing peculiar.

"It's just the forest, Scratt."

"No no no, not that," Scratt whispered again "it was some sort of ringing noise, like this metal-y clang-y sound."

Chitin sighed again and listened in for a second time. It wasn't long after he heard something against the background; it sounded like a high-pitched dinging that went on and off in five-second intervals.

"I hear it," Chitin affirmed quietly. After a few more times, he was surprised to find out what the sound was.

Bells!

_But, in the middle of the forest?_ Chitin thought, _how is that possible? We might need to investigate this and report back to the queen._

They both raised their heads and exchanged glances.

"What do you suppose it is?" Scratt said.

Chitin answered, "There must be someone nearby. We might need to warn the queen so they don't find out about us."

"Got it."

But then suddenly, they catch a scent. It was a sweet, sugary, and edible aroma that could only be found in the urban areas.

"Hey, you smell that, too?" Scratt started smacking his lips.

"Yeah, I do." Chitin noticed something peculiar. That kind of smell with the bells ringing sounded like somepony running a booth of sorts, which could only mean that civilization is nearby. He checked his surroundings for any sign of homes, ponies or vehicles, but all he could find were more trees as far as the eye can see.

Chitin spoke up. "Let's investigate and see what we're up against."

Scratt nodded, "right behind ya."

And so, in a bright flash of orange energy, they turned into ink-colored crows and flew off to investigate the sound and smell.

After a few minutes, they came across something even more enigmatic. There were other woodland creatures also heading in the same direction. Rabbits, squirrels, beavers, robins, blue jays, and even a grizzly bear all followed the smell as though a strange spell was cast on them.

Finally, they discovered the source. It was a wooden shed elaborately decorated with a sort of Hearts and Hooves Day theme, with cheerful, sugar-coated colors of reds, pinks, and whites. The shed also had a built-in kitchen with a sort of table attached below the frame, and on it was the source of the smell. Pies!

On the other side was not a pony, or any intelligent creature they've ever seen before. It was a sort of peach-colored, rosy-cheeked, grey-haired biped dressed in a cook's uniform, which has the same theme as the shed. She wore a huge, mushroom-shaped toque with large pink circles, and a white bow and ribbon wrapped at the base.

Around her round torso was a solid red undercoat that went down past her knees, and her wide, sloped shoulders were covered with white cloth, which was bound at the front by a round button that resembled an eye with only a black pupil. The undercoat was covered by a pink apron that was bordered in a white, wavy pattern resembling clouds. But the most unsettling feature was that the apron had a picture of a single large, perfectly round eye similar to her button. And finally on her short, thin legs she wore thick, black boots with tall white socks. And if one were to look closely, she wore white, pink polka-dotted, old-fashioned underwear.

The lady was ringing a brass hand bell on one hand, and a simple wooden spoon on the other. The critters crowded over towards the old woman, who cried in a sing-song voice, "Come here, my little babies! Come get your mother's pies! They're made with love! Who loves you? Who loves you? Mother does!"

The two disguised changelings perched on a long tree branch to watch the event.

_Scratt_, Chitin said telepathically to his comrade. _Who is this?_

_How should I know?_ Scratt prepared to swoop down. _How about we just eat those pies and get back to the hive! I'm starving!_

_No, Scratt!_ Chitin blocked Scratt with an open wing. _We've just had a feeding in this forest!_ He closes his wing back in. _We need to report this to the queen, she will know how to deal with this._

_Aww, c'mon! The queen kept bossing us around. She was all like "don't do this, don't do that." She just couldn't let us eat any more than we wanted!_

_I don't know how much you ate, Scratt. But we still need to tell her that someone has taken residence here. If it helps you, Scratt, perhaps we can tell her about the food the female is providing and if we can eat them! Is that clear?_

_*sigh* Fine. Let's go tell her. ...Geez._

The two changelings turned to the other side, spread their wings, and then flew off back to where they came.

But little did they know was that they will find a whole lot more than just an opportunity to eat pastries. The little woodland creatures back at the shed were just about to eat the pies placed by the old lady.

"Come here, little children. Eat up!" The animals started eating the pies. "My pies are made with love. Love makes you strong, and love makes _me_ strong too. And because mother loves you, you love me back!"

As soon as the creatures finish eating, their eyes became fatigued, and then changed from their natural color to magenta. When they faced the old lady, a mist of pink energy seeps out from the creatures and into her small, blue, delighted eyes.

"That's right. Enjoy, my little children, for there will be lots more pie coming up." When she turned to the kitchen behind her, she raised her brown wooden spoon in the air. Pink wisps of magic formed around the wand, and when she flicked her spoon, pies appeared out of thin air in succession. She turned back to the animals.

"And I have some good news for you. We're gonna make lots of new friends - brothers and sisters all - and they will all be joining us as a part of our big, wonderful family!

"And remember, mother loves you..."


	2. Act 1 - The Old Lady

**Act 1 - The Old Lady**

**W**hen they returned to the hive, Scratt and Chitin informed Queen Erranda about the old lady giving away pies at her shed. At first, she was skeptical, assuming it to be more whining and excuses. But after some reasoning with her, Queen Erranda decided bring the hive to investigate.

A few minutes later, the Locust Hive arrived close to the decorated kitchen-shed. Indeed the old lady was still there, humming a tune as she rolled a ball of dough on the counter.

Everypony hid behind the bushes disguised as birds, squirrels and other creatures. Chitin and Scratt used their crow forms on either side of Erranda, who shape-shifted into a red-tailed hawk.

Erranda was especially intrigued, as nopony has ever seen anything like her before. The closest beings that could match her appearance - as far as she and her hive knew - were the somewhat bipedal diamond dogs. _So what you say is true. I've never seen this type of creature before! But what would she be doing here in the middle of the woods?_

_Beats me,_ Scratt shrugged.

Erranda turned to Chitin, _and you said that she fed animals with her food, correct?_

_Yes, my queen,_ he confirmed.

_That's not surprising,_ the queen mused. _Animals would take from just about anypony._

Upon watching the old lady finish rolling her dough, she pulled out her wooden spoon and headed for a bowl. The changelings were surprised to see magic pink wisps swirl around the spoon, causing the bowl to levitate towards her and slowly touch down next to the rolled dough.

_She- she knows magic!_ Chitin exclaimed.

_Then that would explain how she baked all those pies!_ Scratt commented next.

_Well, let's see if she has enough._ Erranda turned to her right and commanded, _Fangs! Sneak over to that building and find the number of pies she has. Do not let her see you! Go!_

Fangs, taking the form of a raccoon gave her a proud salute before crawling stealthily over. After a several long minutes, he finally returned with an excited message. "_M-my queen! You're not gonna believe this!_"

_Go on,_ Erranda said hopefully.

_I don't know how she's making all those pies, but there's like _loads and loads_ of them! This should be enough for many of us!_

_Wo-o-o-oah! That many?_ Scratt smacked his beak again, and started to shift around excitedly. _Oh boy, I can't wait!_

_Very well,_ Queen Erranda began, _and just to make sure_ all _of us are filled to the brim - and that_ everypony_ shares their food this time! We shall perform one more raid on that shed, build an outpost, and rest our stomachs here. Am I clear?_

"Yes, my queen," Chitin nodded. Everypony else followed.

_Good. Scratt,_ the queen turned to him. But he was gone!

They turned their heads around looking for Scratt, her feathers raised like goose bumps. She demanded, _Scratt! Where did you head off to?!_

"Oohhh... hello there, sweetie!"

When they turned to the sound, they were shocked to see Scratt near a fresh pie and the old lady in front of him.

"Have you come to have one of Mother's pies?" She grinned cheerfully, "It's made with love!"

An alarmed Chitin called out so loudly that he cawed in his crow form, _Scratt, darn you! Get away from there!_ Chitin quickly spread his wings and flew towards Scratt!

_Chitin, wait!_ The queen groaned and quickly flew to him as well.

Upon seeing the three changelings rush forth, the rest of the hive got confused over whether they should start another raid, try to help them, or to stay put. They all moved their hiding place at the same time, resulting in over a hundred animals coming out of the bushes and stampeding for the shed!

* * *

><p>The old lady suddenly heard a loud caw from outside, but it wasn't from the crow about to eat her pie (Scratt). They turned to the noise to see another crow (Chitin) charging towards them!<p>

Scratt was caught by surprise, _Chitin?!_

He swooped down at Scratt with his talons, knocking them off the table and into the kitchen.

The old lady was shocked, "what in the name of?!"

When she looked back outside, she saw yet another bird, this time it was a hawk (Erranda) hovering frantically in front her, followed by hordes of small animals popping out from the bushes and scrambling in front of her shed!

The old lady demanded, "what is this...?!"

An orange light flashed behind her accompanied by a peculiar sound. She turned back behind her to see Scratt and Chitin wrestling around and arguing with each other.

"You were supposed to stay put until our queen gives the signal, not blow our cover!" Chitin scolded him sternly.

"Wha-at? I couldn't resist, okay?!" Scratt whined.

"Now just what is going on here?!" Now she was feeling vexed, "and why are you two boys fighting in my kitchen?!"

The two changelings stopped and stared at the lady, feeling exposed like deer in the headlights.

Chitin cursed, "Forget about this, Scratt. Let's get the heck out of here!"

So, they changed into crows again and then darted their way past the old lady and out the window, only to be met with the whole hive exposed and scrambling trying to figure out what to do. The queen tried to bring them into order by shouting, _Stand down! Everypony stand d- __**I said stand down!**_ With little success.

Finally, the old lady had enough, "_and just what is this racket all about?!_" She thundered so loudly that everypony, including Erranda, froze on their tracks and turned to her. After a brief silence, each of the changelings started revealing themselves from their disguises in orange ripples of magic!

Even Erranda herself went to her true form, revealing a daunted expression. While she normally had more success at leading her changelings, her efforts started to wane over the last few weeks. And this old woman, whose species she hardly knows about, managed to get things back on track just like that. It might not be wise to underestimate her, she concluded, what with her knowledge of magic and possibly being very powerful. If she was to feed her drones without endangering them, Erranda would have to take a more diplomatic approach.

"You must forgive us for barging in to your home like this." Erranda apologized to the old cook, hoping to calm her down. "We only wanted to... we were curious of your activities here."

The lady paused, and then dropped her glare back into her usual cheerful expression with a chuckle. "There is no need to worry, sweeties."

The queen sighed in relief, and thought to herself, _wow, that didn't take long._

"After all," the lady continued, "it's fairly obvious you're here for my pies, correct?"

"Umm..." Queen Erranda's eyes shifted a few places as she thought of things to say. While it was true that they were after the pies, she didn't want to sound like they are invading the elderly woman like they planned earlier, so Erranda decided to just tell what she needed to know.

"Yes," the queen answered. "My children thought they smelled something, so we came here to find out what it was. We had not suspected it was you, madam. A few of us even saw you feed the animals a while ago."

"Why, that is delightful!" The rotund woman clasped her small hands by her cheek, "I never expected my pies to be so popular in so little time!"

"I see. Now," Erranda straightened herself up while her drones fidgeted in anticipation. "Shall we have some of your pies, madam?"

"Hmm..." she rubbed her chin in thought, "I'll have to think about that. I was going to sell my pies in the future, but I don't want to let your children go hungry."

"I will let you think about it. And while we wait, I must ask you a question," Queen Erranda added. "Who are you?"

"Oh," the lady giggled again, apparently at either herself or the situation. "Where are my manners? My name is Mae-Eye, Mother Mae-Eye. And you are?"

"Umm... Erranda... of the Locust Hive changelings. We are pleased to meet you, Mother Mae-Eye," the queen uttered flatly, not wanting to give away too much information, fearing that it could be used against her hive. She was still intrigued that the old woman called herself _Mother_ Mae-Eye, and then thought about how she herself is a mother to her children. "And you said your name was _Mother_ Mae-Eye. Do you have children of your own, or is it merely a title?"

Mother Mae-Eye's smile faded. "Well," her voice lowered, "I did have kids at one point. But... not anymore."

Mother Mae-Eye sounded more resentful than morose when she said that, making Queen Erranda even more suspicious. Did the old crone really enjoy having children? Who in Equestria could be so passionless to her kids leaving, or whatever happened to them? Did they not like her, perhaps? But now's not the time to linger, she thought. She should probably ask more questions before letting her drones dive in on her pies.

Erranda asked another question. "So, where do you come from? We've been to many places, but we've never seen any one of you before."

"Oh!" Mae-Eye answered, "I came here from a faraway place. Certainly farther than you've traveled by the looks of it."

"Well, that may be true. But..." the queen trailed off.

Queen Erranda still felt uncomfortable with the situation, for Mother Mae-Eye's perpetually cheery demeanor felt somehow wrong to her. And there was also the bizarre fact that she set up a house, making pies with _magic_ in the middle of the forest, a wild area where dangerous creatures could wreck her house. In her experiences in urban areas, the inhabitants would set up these shops similar to Mae-Eye's kitchen-shed where they gave away items, especially baked goods, in exchange for something called "money" (the Locusts never understood how money works or why it exists). The wilderness was no place for a shop, since there were no ponies to sell the pies to.

With a raised eyebrow, she asked, "what are you doing here selling pies in the middle of the forest? It's not like you're gonna meet anypony here."

Mae-Eye laughed again. "I'm not _selling_ the pies here, silly! At least, not yet. Besides," Mae-Eye added, "this is my home. I'm just here baking pies before I sell them in the town nearby. It's very busy there, you know."

"Then what about those animals you fed?" Erranda went on, "why didn't you just save more pies to sell?"

"A simple act of love, my young queen. And speaking of love, do you love your little workers over there?" Mae-Eye pointed with her spoon.

The drones exchanged uneasy glances with each other as they asked each other questions about how whether or not their queen/mother really loved them even after becoming so despotic.

Erranda turned to them behind her. While they do annoy her at times, and though she was still frazzled by their unyielding behavior lately, she was not one to leave them to die in some wasteland. Not by a long shot.

"Yes, I do." She turned back to Mother Mae-Eye, "they are my responsibility. If I don't take care of them, our whole troupe dies."

"I ask you this, because you don't look like the type that would love her own minions." Mae-Eye eyed the queen critically while she put her knuckles on her hips.

Erranda glared in protest, "what do you mean?"

"When they were scrambling around my shed, you were all snappy-whappy with your children, and that's not how children grow. If you really love them, you would ask them politely."

"I was telling them to come to their senses, Mae-Eye!" Erranda reasoned, "They did not know what to do, so I told them to calm down! Forgive me, but I saw no other way at the time..."

Mae-Eye didn't look convinced. "Well that's fine, young lady." She gestured with a finger on her temple, "but you gotta think about this if you don't want them to hate you."

_I don't like to admit this,_ Erranda thought. _But she does have a good point._

The changelings' attention went back to the elderly cook apprehensively.

"Don't you worry, dear children," Mother Mae-Eye announced as she finally approached the door next to the kitchen, and grabbed the knob. "There's plenty of pie for everyone!"

When she finally opened the door at the word "everyone", they burst with joy when they saw a record number of pies - easily hundreds - in a huge room. Tall, expertly-stacked columns of pies were arranged in rows in two sections, with a road-like gap in between.

"W-w-w-w-w-WOWZERS!" One changeling screamed excitedly, "check this out, everypony! We found us a mother-load!"

"Yeah, let's eat you guys!" Another declared.

"_Bonzai!_" The entire hive zoomed through the door like a raging river, and then they feasted into Mae-Eye's pies.

When all the changelings are inside the room, Queen Erranda called out, "don't forget to share!" The queen couldn't help but smile in delight at the sight of her drones feeding.

Queen Erranda thought about Mae-Eye's rather bright personality, which made her suspect a lot of love inside her. She knew that those with that much love naturally give to others, like Mae-Eye letting the drones eat the food she made. Perhaps, she thought, she misjudged the old crone.

But could she be so sure?

Because of their notable ability to feed on love for nourishment and power, Changelings have a natural ability to detect the amount of love in a person within close range, or in an entire area from its inhabitants. So, Erranda decided it would be wise to use this ability on Mae-Eye to look into her love supply. Not consume, just to look.

To her horror however, she found there no love at all on Mother Mae-Eye! A chill ran through her body when she instead discovered a terrible, empty void hungrily awaiting to consume anything that entered. Only then did she realize it could only mean one thing. An emotion eater. What have they gotten themselves into?

"Are you quite alright, dearie?" Mae-Eye's voice brought her back into reality.

"Yes, I am fine." Erranda told her.

The elderly woman rubbed her own chin as she contemplated on something. "That is good, dearie. Now please excuse me, I need to get working." She passed the changeling queen as she went through the door. "It's going to be a very busy day tomorrow."

Queen Erranda waited until Mae-Eye was out of earshot when she warns her children, and once that was done, she darted into the door and entered the elongated room, where the changelings feasted on the pies like a swarm of bees to a jar of honey.

"Everypony, you must listen to me!" Some of the little drones looked at their queen in confusion. Erranda continued, "You must stop eating those pies!"

"What, why?!" One of them complained in shock.

"I ran an analysis on Mother Mae-Eye," she warned. "She is a vampire, and there is no love in her! She may be using the pies as bait to steal the energy from our emotions! We have to leave as soon as possible!"

"Oh c'mon, queenie!" Another whined, "You worry about everything! And you said we could eat the pies if we share, and that's what we're doing! She was kind enough to give 'em to us, and now you're saying we have to leave?!"

"Yes! As for the sharing, that's great, that's exactly what I want from you. But what I'm asking you is different! The reason I let her give you the pies was because I was ignorant about her true nature! Now please, stop what you are doing and let's get going! We will feed somewhere else!"

Their curious faces broke into disapproving frowns when they crossed their arms and pouted. "You know what? You're just jealous that she's a much nicer mother than you! Ever since that last season, you hounded and hounded us on what to do and what not to do and all that stuff! You didn't like us anymore! So from now on, we're not listening to you! Mae-Eye's our new mother!" They returned to their feeding in a snap.

Erranda was thunderstruck.

"What... but..." she barely let out. She couldn't understand why her drones rejected her like that. Then, a vengeful anger welled up into her mind. This anger was familiar to her, she had known it for a good long time, but now it began taking over her being and showed into her face.

"You..." she uttered."...you **_ungrateful curs! How dare you disobey me after all that I have done for you, how I kept you crawling for as long as you breathed, and now you would rather die at the hands of that witch than to love your own mother?! Well, guess what! I...!_**"

She was thunderstruck a second time. "I..." _I can't believe I said that... to my own children..._

The drones apparently ignored her outburst, because they were too busy devouring all those pies.

She drooped her head down shamefully to the floor, and a small sob could be heard underneath her mane, which covered her face.

"...n- ...never mind," her voice was barely audible. "...take what you will."

She left the door and dragged towards the edge of the clearing, while Mother Mae-Eye grinned as she watched from the kitchen window.

* * *

><p>Queen Erranda crouched by one of the trees nearby, where she reflected about herself.<p>

_I can't believe they would do this to me. I mean, how could they disown me for Mother Mae-Eye, and why? How would they do without me, their queen? I was trying to warn them about her. I felt it, that nothingness, that hunger, that evil; she's even worse than Queen Chrysalis. I didn't want them to get sucked by her, so I had to save them. I had to! But, were they right about me? Was I really so horrible to them? Am _I_ horrible?_

She remembered what one of her changelings said,

You're just jealous that she's a much nicer mother than you! Ever since that last season, you hounded and hounded us on what to do and what not to do and all that stuff! You didn't like us anymore!

_Maybe I am. Maybe I am such a foal to my children. In fact, do I really deserve to be a mother? What is a mother, anyway? A mother is the parent to her children, parents are supposed to feed, teach, and allow their children to grow until they are ready to live by themselves. I am the Queen of the Locust live, and mother to my changelings, like every queen is a mother to hers. A queen's responsibility is to run, maintain, and make decisions for her hive. Maybe being a mother is not just a job title; it's part of a family, and we are family. They are my kids, after all._

_...which means._

She slowly lifted her head up to see the cedar tree in front of her.

_No, I am not gonna leave them like this! Not to anyone, not even Mae-Eye! I am their mother, and Queen of the Locust Hive, and it's my job to care for them! I don't care what they think about me anymore, it's not important. What matters is that we are family, and our love for one another is what allows us to survive. No, to live. To grow. To be happy. And I can teach them that!_

Queen Erranda stood up into a bold stature as her form beamed with resolve.

_No more messing around, it's time I make some changes! I'll start by figuring out this whole mess._

A bulky shadow loomed over the queen as Mother Mae-eye walked up to her from behind. "Oh, young lady. Why so glum? You should be happy that your children are all fed and happy. Here, have a pie." She pulled out one of her pies with her magic, "maybe it'll wash those nasty sorrows away."

There was silence.

"You know, Mae-Eye." Queen Erranda began, "I thank you for offering me food, and my children with them. It is very noble of you to think of others that way. But why do you do it? For what purpose? If you are not acting out of love - genuine love - for those you care about, then it's not worth doing. It'd be better to do nothing than to not have a good purpose behind it."

Mae-Eye fell silent. Whether it was at awe with that she was saying or something else was hard to tell. "I... that is a good point. What's worth doing if you don't do it out of love? And now that you mention it, let me do the same. Now please, let's get back to my kitchen so you can have some pie. I insist."

The queen didn't say anything; she just followed Mae-Eye back to where they came.

As the two went back to the building, Erranda's drones still flew around the shed eating the pies. She was disturbed when she saw their eyes changed color, from the normal orange to a very unnatural pink color. Their faces were lethargic with heavy-lidded eyes, and weak smiles whose rims were smothered with red, sugary paste, saliva, and small bits of crust.

"Well, here we are," Mother Mae-Eye announced. "As you can see, our little munchkins here are enjoying my pies. It's a terrible shame you scolded them so, you should be nice when someone does something for you. But don't you worry, I'm sure you'll be rejoining with your family soon. Now please, stand right over here."

Queen Erranda stood by the table as told, Mother Mae-Eye magically set the pie by her, quickly brought an old-fashioned fork that resembled a miniature pitchfork, and set it on one side. Erranda looked calculatingly at the pie, and then at Mae-Eye.

"So why don't you join them in this glorious feast? They are your children, after all. Isn't that right, Erranda?"

An orange glow surrounded her horn, while an aura of the same color surrounded the pie. With her magic, Queen Erranda slowly lifted the pie to her face, and then used the fork to scrape out a heap of it. She held the piece close to her, and opened her mouth to take a bite.

She paused, and the next thing that happened,

_POW!_

Mae-Eye screamed as the pie struck her face so hard she almost fell over, splattering the frosty paste and crumbs everywhere before the bowl dropped into the grass. Queen Erranda had a furious look as her pupils narrowed into cat-like slits, her fanged teeth bared so much her gums could almost be seen. The orange aura still surrounded her horn as she kept holding the fork from earlier. She softened up, though still maintaining her bold posture. She dropped the fork into the dirt with the pie landing first.

The drones froze in midair and dropped their jaws when they saw what happened, while Mae-Eye struggled to rub the pie off her eyes.

"You figured it out, haven't you?" Mother Mae-Eye finally wiped the pie off, revealing an uncharacteristically vicious scowl. Something was amiss.

She suddenly changed into something much more monstrous. She now resembled a type of stereotypical, fairy-tale witch. Her wrinkled pale skin became acid green with wide lesions on her cheeks. What were small blue eyes turned yellow with narrow, black, slit pupils, as well as a third eye on her forehead. The pink and white colors of her attire turned into more of a Nightmare Night theme, with the red and white color scheme replaced by dark purple and black. The round eye on her purple apron became a much more frightening orange eye similar to her own with a bold, black border, while the same thing appeared on her large cotton hat. Her small button nose was also much larger and more hooked, and sported a giant wart at the bridge. Whenever her dry, cracked mouth grinned, whatever was left of her teeth were blunt and diseased.

Queen Erranda's heart leaped hard as she gasped, and stepped back cautiously. _Now this explains everything! Her knowledge of magic, having so many pies in one space, and that void inside her! That happy-go-lucky nature was just a cover to trick us! Uhgh! I knew I shouldn't have trusted her!_

"Well, what you haven't figured out is that they these children are not yours anymore, especially after how bad you treated them. You see, Erranda. These wonderful little darlings... **_ARE NOW MINE!_**"

Erranda's mind and heart raced at what was happening to her, while Mother Mae-Eye laughed triumphantly against her foe.


	3. Act 2 - Infiltration and Rescue

**Act 2 - Infiltration and Rescue**

**Q**ueen Erranda and Mother Mae-Eye stood face-to-face in front of the flamboyantly-colored building, while every single drone of the Locust hive hovered behind the latter zombie-like with tired pink eyes rather than the normal orange.

"I knew you couldn't be trusted!" Erranda bared her fanged teeth, "what have you done to my drones?!"

"Didn't I say they're not your kids anymore, Erranda?" Mother Mae-Eye reminded, "You were very nasty to them, so they're safe with me now! You see, dearie. My pies are sprinkled with my magic, so that when people eat them up, they get to see their new mother!" She gestured to herself.

Now Erranda understood why her own hive disowned her so harshly; they were influenced by Mae-Eye's powers, and now she had to find a way to snap them out of it.

"My behavior was a mistake on my part," Erranda confessed "and I only wanted them to behave so we can thrive peacefully. And as for you, I will not allow you to take my children from me. Now bring them back, you monster!"

"I can't do that!" Mae-Eye spat, "I gave you a chance to join us in our new family, and then you threw it at my face! I will have to teach you the hard way.

"But don't you worry." Mae-Eye's three eyes glowed magenta, and then magically lifted a fork. She summoned another pie out of thin air, scooped some up with her fork and then pointed it at Queen Erranda. "It'll all be over, very soon. Now open wide!"

The fork with the pie darted at the queen at a breakneck speed. With no time to think ahead, she strafed to her left. And to her right. At the third time, she knocked the fork down into the ground with her front hoof, and Mae-Eye's pink aura faded from it.

"Oh, there you go again!" The witch pointed her spoon-wand at Queen Erranda, and then shot out a bolt of sparkling pink magic.

The queen narrowly avoided the attack by transforming into a crouching leopard. With a loud roar, she pounced at Mae-Eye, knocking her backwards while attempting to rip her apart with her claws. But Mae-Eye showed a surprising amount of strength when she grappled Erranda's leopard form and tossed her away.

Erranda landed safely on her paws before dashing forth for another bout. When she pounced again, Mae-Eye quickly sidestepped out of the way. Erranda tried again, but the result was the same. Upon landing, she once again turned back to her opponent, but this time she stood her ground.

_Darn, how did she get so strong?!_ Queen Erranda thought, _I thought she is just an old crone! Well, I guess I shouldn't judge based on looks, so I'll have to try different tactics. But how?_

The queen looked closely at Mother Mae-Eye to analyze her; she already knew Mae-Eye was a magic-user, so she had to be careful at what she might do.

"My, don't you look precious as a kitten?" Mae-Eye endeared falsely before summoning a large, floating ball of yarn. "Here, why don't you play with this?" She threw the yarn ball, which rapidly unfurled itself into a spiral, encasing her leopard form before she had time to dodge it.

Queen Erranda struggled to break free, but her leopard form wasn't strong enough. Next she tried chewing through the yarn, but it proved to be much tougher than it looked.

Mother Mae-Eye prepared another forkful of pie, "c'mon, Erranda! Say 'ahh'!"

Queen Erranda tried to think of something fast if she didn't want to be a mindless slave to Mae-Eye. Maybe if she could somehow destroy the yarn, she could escape and release the drones from her control. And she knew just the right form to do it.

Mother Mae-Eye grinned confidently that she got Erranda right where she wanted her, and aimed the fork to Erranda's mouth.

Erranda closed her eyes. Just when Mother Mae-Eye launched another fork of pie at Erranda, a bright orange light covered her body and blocked Mae-Eye's vision for a while. When Mae-Eye regained focus, she gasped when she saw the yarn engulfed in flames, and above it was a phoenix.

"Why you clever little weasel!" Mae-Eye clenched her fists frustrated. She launched more magic bolts at Erranda's new phoenix form, but her smaller and more agile body allowed her to dodge every shot. When Mother Mae-Eye fired one more shot, the phoenix avoided it again by flying up into the tree branches.

"Drat!" Mae-Eye groaned when she missed her good shot, and now had to look for the darn thing. "Now where did you go?"

The brainwashed changelings behind her looked nervously around for it too. When Mother Mae-Eye wandered far enough away from them, the phoenix flew down into the ground to land. They gasped when they saw the fire bird behind them, who changed into Queen Erranda.

"Don't worry, children." She said, "I'm here to save you."

"Save us?!" One of the drones protested immaturely, "then why did you hurt our mother?! You have to stop it right now!"

"You guys," she persuaded. "This _is_ your mother, Queen Erranda! That old woman is controlling you with the pies you ate!"

"You're a lying liar-pants-on-fire!" Another changeling yelled, "She's been our mother since... since... umm, forever, and you can't change that!"

"I'm telling you the truth!" The queen insisted, "she is not your-"

"Aha! There you are trying to take my love bugs away from me, you sneaky little vermin!" Queen Erranda and the drones turned to see Mae-Eye, "you can't just tell them I'm not their mother and take off with 'em. Like I said, my pies are made with my magic so they know I am always their mother… _for eternity!_"

"You know you can't do that with my children, Mae-Eye!" Queen Erranda's tone was low with vindication, "you have no right to steal others' children to just suit your own needs and not theirs. You knew from the first moment we've met that I am where they belong by nature and by right, and I never should have trusted my changelings into your little trap. Now step away from them, you **witch!**"

"I believe that is _quite enough!_" Mother Mae-Eye raised her spoon-wand above her head to cast another magic attack, and then flicked it at the changeling queen.

_BAM!_

_"Aaagh!"_ Queen Erranda took a serious blow from Mae-Eye's magic attack, and was launched backward and then landed at the base of a tree, knocking her down.

Mother Mae-Eye came over to the downed queen, "you've been a terrible guest, Erranda. Consider this silly little charade of ours over!"

She turned to her kitchen/storehouse behind her. "Come with me, my little munchkins. I'm afraid Queen Erranda here won't be joining us after all, so we are going back home. Is mother clear?"

"Yes, mother." The changelings all groaned in a chorus.

"Good. Now why don't you all follow me?" The witch used her wand to open the door to the storage room. "I am going to take you to a nice new home."

Mother Mae-Eye laughed wickedly as she went through the door while the brainwashed changelings followed, and the loud humming of their buzzing roared through the door as they all went to follow her. Eventually, the noise gradually quieted before fading into complete silence.

* * *

><p><em>"Ungh... ough..."<em>

Queen Erranda's body felt numb, and her vision was blurry when she opened her eyes. When she lifted her head up, a wave of dull, intense pain hammered in her head.

_What... what did she do to me?_ She tried to get up, but so much pain went into her head that she felt nauseous.

She laid her head down for a while to wait for her to recover. After her headache quickly went away, she remembered something.

Her changelings.

"_No!_" she got up quickly and searched frantically around for Mae-Eye and the drones she stole from her, but she couldn't find them outside.

Then she remembered last seeing them get inside the shed before she fell unconscious. She didn't know how long she was out, but she hoped it wasn't so long for it to be too late to save her hive.

Queen Erranda barged into the storage room, where she saw huge piles of empty pie tins from which all the changelings ate, and not a single pie was left uneaten. But there was nopony else inside; only herself.

_But this doesn't make sense._ She thought, _if she took my whole hive inside this little room, they should be here buzzing around!_

She eventually wandered to the other end of the room, whose wall was blank all throughout.

_Did she just teleport them all someplace?!_ The queen let out a frustrated sigh, and said out loud, "what am I gonna do?"

She leaned against the wall to ponder.

_C-click!_

Suddenly, it jerked inward, almost causing her to fall over. She turned around to discover something remarkable; a huge tile of wall she leaned against sank into the surrounding area and then opened slightly, revealing a narrow crack at one side that led to another room.

"Aha," the queen smiled. "A secret doorway! Let's see where you took my babies, Mae-Eye?"

Upon sliding the door open, she saw a very long, straight downward staircase that must have led deep underground. She walked down the steps and then closed the door behind her.

After a while, she was amazed by how far these stairs go down, and it got more and damper the farther she went. But she could still make out another doorway in the distance.

Finally, she made it to another doorway, only this time it was much more obvious than the secret one back upstairs. She opened it to reveal something a tad unexpected; she came across a dark cave that had an odd brown color, and the stalagmites and stalactites were all shaped more like dull-pointed cones rather than a more concave needle shape, and were colored yellow and orange with white tips. A soft light can be seen from her left beyond the corner.

When she first set foot to the cave, she stepped onto some unusually fine, powdery dirt. Then a bittersweet smell rushed into her nose, a smell she would _never_ find in a cave. There was something very fishy about this place.

"Looks like I'm on the right track," she reassured herself.

Erranda walked across the cave and looked around, and she saw some more odd features, like what were supposed to be raw gems in the walls, but look too dull or plastic to be sure; small puddles colored the same brown as the surrounding "sand"; and round, pony-sized objects that were peppered with tiny crystals and colored similarly to the "gemstones."

When she finally emerged from the cave exit, Erranda's jaws dropped when she found herself overlooking an environment that could only come from a little filly's imagination. It was a vast, absurdly vibrant candy-land complete with giant lollipops for trees, chocolate rivers, and hardened cake frosting for grass (or was it snow?).

In the sky was a giant rainbow sporting all the six basic colors, followed by a rather childlike sun with a widely smiling face, and floating cotton candy clouds.

_Wow,_ Queen Erranda was a little overwhelmed. _What level of magic would let her create all this... _underground?_ How the heck am I gonna find them now?_

As she looked around, she spotted some colored puffs of smoke rising from beyond the lollipop forest. Upon tracing the smoke puffs, she could make out a large brownish building with windows, thanks to the fact that the stems of the lollipops were much thinner than normal tree trunks.

"This must be it." She tilted her head up at the lollipops, crouched downward and then flew above them.

When she got high enough above the lollipop forest, she saw a gigantic cross between a gingerbread castle and a factory, which was surrounded by a moat of chocolate milk. Multiple tall chimneys, which were made with jelly beans for bricks, spewed out the colored smoke.

With no other sort of building in sight, Queen Erranda was certain this was where Mae-Eye kept the drones, so she flew onward to the building!

By the time she reached the edge of the forest, Queen Erranda landed and got a more detailed look at what could be Mae-Eye's lair. She saw some huge rectangular, candy cane-framed windows along the upper levels of the factory, and some much smaller and squarer ones below. At the moat was an arched bridge gated by a pair of giant candy canes on each end, and the road across the bridge led to the main entrance, which took the form of wide-framed double doors decorated with candies.

With all these details in mind, she tried to come up with a plan to get inside and find a way to free her drones from Mother Mae-Eye. She could fly over to one of the bigger windows at the upper levels to get a bird's-eye view of the interior, and plot out their liberation that way. Maybe she could face Mae-Eye once she has restored her whole hive.

But then it came to her mind that she couldn't just break in and face Mae-Eye on her own, especially not against a magician that knocked her unconscious with one strike. She saw right away many distant, moving figures patrolling and guarding the giant factory and the surrounding area.

"Dang, it's guarded." She cursed out loud, "Why am I not surprised? Now how am I gonna get in without being caught?"

The easy answer of course was to disguise herself as a little animal and sneak her way inside, but none of her forms seemed to fit in with this sugar-coated environment. She would still stand out from the scenery and arouse suspicion. What she needed was the form of one of the native animals here. But where could she find them?

Queen Erranda turned back to the lollipop forest for an answer, for that should be where she might try a suitable form.

"Hmm..." with that in mind, she went inside the forest.

Not long after, she heard some tweeting nearby. When she searched for the source, she found a flock of four or five birds feeding off the chocolate milk pond. Because of the more foreign environment, their beady black eyes (like those of most creatures) were drastically over-sized compared to their Equestrian counterparts. The ability to fly, combined with their cutesy appearance, should allow her to blend in as she gets inside the castle.

Queen Erranda closed her eyes and concentrated. She pictured the form of one of the birds in the pond, brought that form into her body, and then...

_FLASH!_

When she opened her eyes back up, the ground suddenly looked a lot closer to her, and her body a lot lighter. This experience was not unusual for Erranda, because she was in many different forms before.

Just to make sure she succeeded in getting the desired form, she raised her arms to see if they were wings, and indeed they were. She hopped over to the pond to see a reflection of herself, and was able to make out a small bird shape identical to the ones nearby.

"Hey, you!" Erranda was suddenly able to understand their speech in this form. She turned around.

It said again in a male voice, "would you like to have a drink with us?"

"Yeah," a second one said. "You might find a gummy worm inside, too!"

"Umm, no thanks." Queen Erranda said simply, "there's something else I need to do."

"Well, okay." The first one said, "Have fun."

With that out of the way, Erranda turned to the factory and then took flight.

_Okay, now is to find my drones. I just hope I'm not too late._

She aimed for one of the wide upper windows of the gargantuan gingerbread house and landed by the corner.

When she looked down at the window, she gained an overview of the giant castle/factory, which somewhat resembled an ordinary house kitchen. Down below, she can see platoons of the same type of figures patrolling the castle. The creatures had the same gingerbread theme as the building they are in, in that they were flat and colored dark brown with white frosting for their details, which resembled military uniforms.

_Okay, now where is she keeping my kids?_

She eventually found Mae-Eye herself rolling some dough on a counter, but for some reason the witch looked a lot bigger than she was before.

There were also about five of Erranda's drones hovering next to her. One of them was tugging at her shirt to grab Mae-Eye's attention, causing her to turn around. They started talking, but Queen Erranda couldn't make out what they were saying beyond the window.

_Oh, there's them. But what's she doing with them?_

Luckily, Erranda spotted another window right next to her, only that one was opened a crack. Perhaps by eavesdropping from there, she could make out what was going on.

So she flew off from the big window, went across the front of the building, and finally to the other side of the castle, only this time at the lower level. She found a good candy cane to perch on and listen in from.

"...now it's five o'clock, love bugs!" Mother Mae-Eye declared, who, in the drones' influenced eyes, was still in her sugary disguise from earlier, "it's time for bed."

"But mother," one of the changelings complained. "We're not sleepy."

"Early to bed, early to rise, children." Mae-Eye lifted her finger, "now get on to bed. We have a big day tomorrow."

She used her magic to carry them into a giant, old-fashioned cast-iron oven with a big, round bed inside. The oven was not on, so there was no danger of getting burned. Well, not at the moment.

Queen Erranda was vexed, _why does their bedroom look like an _oven_?!_

She tucked them in under thick blue blankets and then kissed each of them as she said "good night."

After she closed the oven door, she returned to her matters.

"My, my, my! This is perfect, just _perfect_!" Mother Mae-Eye chimed gleefully as she went back to rolling her dough. "I've got an entire swarm of creatures to love me! And since they couldn't possibly love me more, I'm going to give them a nice reward; I'll put the rest of them to bed, and then I'll bake them with love! That shall give me enough pies to sell to those ponies up in Baltimore- erm... Balti_mare_ I should say. And then, I shall perform the rest of my plan! He-he! When I love my children, they love me back, and their love for me makes me stronger. The fun really begins when I put them to the oven and bake them all up into pies, and get all of their nourishing affection!"

Queen Erranda was stunned. _So this is why she took my drones, she wanted to drain their love for power!_

"Once I bake them all up, I'm going to start a business and sell the pies for all the little ponies to eat. After they eat my pies, they become my new children, and with more children I'll make even _more_ pies to sell, while I gain power from all their love! All with love, of course. Then, I rinse and repeat for every other little town in this land of Equestria, eventually reaching their two little princesses and six pony heroes I keep hearing about! And once I get _them_, and all the other ones in their kingdom, I shall become the most powerful witch anyone has ever seen!

"And once _that_ is over with, it's time for me to head home. There with my new power, I will finally punish those ungrateful Titans for harassing me so! With them out of the way, no one else can stop me from getting all the love I want!"

Mother Mae-Eye let out another maniacal laughter upon concluding her evil agenda.

"...and I get to take over the world." She continued laughing.

Queen Erranda's jaws were agape when she realized it wasn't a matter of just saving her hive anymore, but also all life on Equestria! _But who are those "titans" she mentioned? Never mind that, I have to save my drones before they get pot-roasted!_

* * *

><p>Mother Mae-Eye summoned some gingerbread men from the shapes she cut out from the dough she prepared, and then brought to life with her magic spoon wand.<p>

"There you go." The gingerbread men got up on their feet, "now go and keep an eye on my castle for me. I don't want anybody ruining it!"

The newly-formed gingerbread men hopped off the counter and onto the floor without breaking, and then walked deeper into the castle. "Now is to put the rest of those Changelings to bed."

She summoned a handheld calculator and started punching some numbers, "let's see here. Precisely one-hundred and thirteen changelings divided by five for each bed minus..."

While Mother Mae-Eye was busy with her calculator, Queen Erranda hurriedly looked for another way in without alerting her and getting caught. But there were no open windows except the one she was perched in front of. She could get inside through the window, but that would surely grab Mae-Eye's attention and probably alert her guards. Erranda could wait until Mae-Eye leaves, but by then there would not be enough time to save even one of her drones from getting baked alive.

Then she thought about the colored smoke from earlier, surely that must come from inside the factory/castle. But where there is smoke, there is fire, so getting inside from those chimneys would not be wise if the smoke or fire were still there.

Mae-Eye finished her calculations, "...times the time needed to make each pie crust equals." She looked intrigued by something, "hmm... Well, I better get to work!" With a poof, the calculator vanished from her hand and then she finally walked away.

Seeing the newfound opportunity, Erranda flew to the window, and watched the old witch walk across the kitchen and climb upstairs to one of the towers. With Mother Mae-Eye gone, as she suspected would take quite a while, Erranda hopped through the open window and swooped down to the floor!

But there was something not right about this place, for she felt dizzy when she flew much farther than she thought.

When she landed and looked up, Queen Erranda realized the castle was a "land of giants" where almost everything was scaled to many times their size! The kitchen drawers towered above her like the gates to a celestial realm! She knew this form was small, but she saw the drones get inside the oven and they were normal-sized. But here in the scaled-up environment, her finch-like form would be the size of a fly, and the drones perhaps the size of hamsters. And even in her normal form, she'd be the size of a kitten here.

_Whoa! I knew she looked different for a moment. Well, I'd better find others who are still awake._

While she hid beneath one of the big kitchen counters, she looked across the wide room, whose walls were lined with rows of counters and ovens like the ones here. At the space in the middle, eight-foot-tall gingerbread men marched in alert for intruders.

After evading the guards, she found Chitin hovering across the room, but rather than his usual spikes, he sported a very formal hairstyle as though it were his first day of school. Aside from that, his eyes were still purple or pink from Mae-Eye's spell.

Erranda landed in front of him to stop him.

"Huh?" He stopped to see a tiny, beady-eyed bird in front of him. In an orange swirl of magic, it shape-shifted into Queen Erranda, who went up to him.

"Chitin!" She tried shaking him a bit, "wake up!"

He didn't seem to understand, so he said lazily, "but I _am_ awake. And who are you?"

Erranda groaned and rolled her eyes, "this is your mother, Queen Erranda!"

"That's not true," he denied. "Mae-Eye is our mother. She looks way nicer than you, and she gives us all of those delicious pies."

"Well, those pies are her way of tricking you! She cursed them so whoever eats them thinks Mae-Eye is their mother!"

Chitin laughed, "You're lying! Mae-Eye's been our mother since forever and ever!"

"Then do you remember the time you brought me to her shed back in the forest?"

"Uhh..." Chitin looked confused.

"You know, you and Scratt brought our hive to her shed to eat her pies?"

"You mean our house?" He absentmindedly gestured in front him to mean here in Mother Mae-Eye's lair.

Erranda sighed as she began to lose patience. "No, Chitin. It's the one back in Equestria! We were in that forest since this morning!"

Chitin looked at Erranda suspiciously, "I know you're still lying, 'cause I don't remember any of that stuff. Heck, I've never seen you before!"

_Drat!_ Queen Erranda realized, _not only did she take my children, she must have taken their memories too!_

"But then again, how did you know my name?" He continued naively, "and why do you look like me except bigger and more girly?"

_…__and their maturity level._

"Because we're both Changelings!" Erranda answered, "And Mae-Eye is not a Changeling! Didn't you ever think about that?"

"She still takes care of us," Chitin persisted. "She fed us, she clothed us, she gave us a home, and more importantly she loves us."

"Because she is tricking you into cooking you alive!" Erranda interrupted, "that way she can steal energy from your affection toward her! I saw her when she said it herself! Why else are there beds inside ovens?!"

"What?" Chitin was struck speechless. For a moment, Queen Erranda thought she finally brought him to his senses. But Chitin's expression grew furious, and he suddenly yelled, "_No!_ I don't care what she looks like or what you say about her, Mother Mae-Eye is still our mother and nothing is gonna change that!"

"Oh for goodness sake, snap out of it!"

Erranda slapped him! At first, she was shocked at what she did to her son. But when he blinked, the pink hue from his eyes faded back into orange.

"Mother?" His voice tone also changed back, "what are you doing here?"

Queen Erranda sighed in relief, _thank goodness!_

He looked around his surroundings like he suddenly teleported here, "where the heck are we?"

Then he looked up to see his childish hairstyle, and briskly rubbed it back into spikes, "and who the heck messed up with my mane?!"

_So it must be my slapping that broke her spell! If I am to wake all the drones this way, I'll need to find a way to do that before Mae-Eye cooks them alive._ A light bulb lit up in Queen Erranda's mind, and then she smiled, _and I know how to do just that!_

When they suddenly heard footsteps behind them, they turned around to see a troupe of angry gingerbread guards march after them.

"I'll explain later," Erranda urged. "We have to wake up the others, quickly!"

"Got it!"

Before the gingerbreads could reach them, Queen Erranda and her son rocketed up and above their heads as they went across the vast kitchen.

As they flew, Chitin began, "okay, maybe _now_ you should explain?"

"Do you remember that old female who gave us the pies?" Queen Erranda explained, "She's actually a witch! She enchanted the pies into making our whole hive think she was our mother, and now she's trying to draw power from us by baking us into pies!"

"What?!"

"Yes, so our job now is to wake them up and then we can get the heck out of here!"

"How are we going to wake them up? Do you know a spell that can counter hers?"

"Not a spell, we slap them awake." Erranda showed a stiff front hoof.

"Ah! Got it, mother!"

It wasn't long before they found Scratt scrambling in an open cupboard for something while wearing blue colored, full-body foal's pajamas with rabbit ears.

Chitin pressed his hoof against his face upon seeing this, and then flew up to him. When Scratt noticed Chitin, he freaked out and tried to block his view by standing on his hind legs and spreading his arms side-to-side. "It wasn't me! Honest!"

_Slap!_

Scratt's pink eyes turned back to orange, and after checking himself, his cheeks flushed red.

"Uhh... guys?" Scratt asked nervously, "why am I in a rabbit suit?"

"Trust me," Chitin warned. "You don't want to know."

"Yeah" Scratt said sarcastically as he unzipped the rabbit suit and tossed it out, "whatever."

When they hovered back down to a counter below, Scratt demanded, "Now can any of you tell me what's going on?"

"Yes," Erranda summarized the situation. "We need to save the rest of the hive from Mother Mae-Eye before they get cooked!"

"Wait," Scratt was appalled, "_she_ put that rabbit suit on me?!"

"Unfortunately, yes." Chitin admitted.

"Oh road apples," Scratt sulked. "I should've known!"

The trio heard more gingerbreads behind them coming to attack them.

"Let's take flight!" Erranda commanded, and they did so. They flew towards the nearest one of the ovens.

"Are you sure that's where our guys are at?" Scratt asked dubiously.

Erranda replies, "Yes. Mother Mae-Eye is keeping the others inside these ovens disguised as bedrooms, so that when she cooks them she will feed off their loving her."

"Yikes," Scratt paused. "Are you sure she's not Queen Chrysalis in disguise?"

Erranda nodded. "Yes, I'm sure."

The three changelings arrived next to an oven, and Erranda told Chitin, "Chitin, check through the door and see if they're inside!"

"Yes, mother!" He hovered in front of the oven hatch and peered through it, and found a bed with five drones sleeping in pajamas.

"There are five of them inside," Chitin called out to the other two. "They are sleeping now."

"Is the oven turned on?" Erranda called back.

"No, mother." he answered. "There is no heat coming off from it."

"Good," she did not notice more gingerbreads hoisting themselves up the counter with candy canes, and Scratt panicking from it. "Now we need to get inside, wake them up, and slap them to break Mae-Eye's spells."

Scratt frantically poked Erranda to get her attention.

"What?!" Erranda snapped to Scratt, only to gasp when she saw Mother Mae-Eye's minions surrounding them. Erranda and her team readied themselves for combat, and Chitin joined in.

"Oh crud," Scratt cursed.

"We'll have to fight our way through!" Queen Erranda exclaimed, "We need to get to those drones as fast as possible! Get ready!"

Erranda and Chitin's horns glowed orange as they prepared spells, while Scratt nervously did a cheap martial arts stance. In the opposition, the gingerbreads stood ready with some of them wielding candy canes of Queen Erranda's height.

"Attack!" They fought the gingerbread men with spells and physical attacks. Erranda shot them with magic bolts from her horn, which broke apart the gingerbreads where they hit. Chitin broke them by bucking and chopping them in half with his hooves, but more minions kept on coming.

"Ya! Ha! Hya!" Scratt let out some slow punches and karate hoof kicks at one gingerbread man, who blocked his every attempt. After that, the gingerbread man punched inside of Scratt's mouth and pinned him against the wall. It grinned. However, Scratt bit hard into the "hand", freaking out the gingerbread man. After a few seconds, Scratt ate part of the "hand", causing the gingerbread man to mutely scream in pain.

"Mmm, delicious!" Scratt said with his mouthful before swallowing it.

_Aha,_ another idea formed in Erranda's mind when she saw Scratt bite off the gingerbread man. _Those creatures are just big walking cookies! Maybe if we wake more and more drones, I'll have them eat her minions as we bring more and more of our swarm! But there's too many of them for just the three of us to eat, we'll need those drones inside that oven to help us!_

"Chitin!" Erranda shouted, "You must fly inside the oven and slap those drones awake! When they do, tell them to help us and eat these creatures here!"

"But what about you?!" He hesitated in concern for the queen's safety.

"Don't worry!" Queen Erranda assured him, "we'll be fine, go quickly!"

"Got it!" Chitin narrowly avoided a fist from a gingerbread man when he zoomed upward and hovered to the stove. When he got inside, he hovered above the sleeping changelings and landed softly on the mattress.

When Chitin slowly approached then, one drone opened a pink eye, "huh?"

_Slap! Pam pap-pap-pap! Smack!_

The five drones groaned in pain as they got out of bed.

"Hey!" One of the drones shouted, "what did ya do that f-?!" Their eyes turned to normal color. "Prince Chitin?! What are you doing here?"

"What are _we_ doing here?" Another one asked.

"And why are we wearing these ridiculous clothes?!" They tried taking their pajamas off.

"No time to explain," Chitin urged. "We have to help the Queen, she is in trouble!"

"What?!" The drones were alarmed, "well we gotta get moving!"

"Yeah!" Another agreed.

"Follow me," Chitin commanded. "She and Scratt are just nearby!"

"Yes, sir!" They all said in unison as they followed Chitin through the exhaust holes and to the counter, where Erranda set up a bubble shield around her and Scratt to fend off the gingerbread men.

"There!" Chitin pointed, "Eat the creatures! Quickly!"

"Oh cool!" They licked their lips, "we're hungry!"

As the gingerbreads banged on the bubble shield, Chitin and the five drones dove down on them, distracting them from their assault. Erranda dispersed her shield spell, and she and Scratt joined in eating the gingerbread men. The gingerbreads became overwhelmed at getting eaten by eight changelings, and they fled. Queen Erranda watched them jump down the edge as they panicked, clearing the space of the enemy.

"There," she affirmed. "That should hold them off."

* * *

><p>After explaining the situation to her re-awakened drones, Queen Erranda informed them about her plan. To break Mother Mae-Eye's influence, they must split into two groups, and each group is assigned to different beds to wake more drones from. The two groups grow in size as more and more drones are restored, and would eventually meet at the last oven available. Along the way, they get to feed off any gingerbread minions that get in the way. Once the entire hive is restored, they must leave Mae-Eye's castle through the front gates and go back to Equestria. And they must do all that before Mother Mae-Eye comes back to discover their activities.<p>

Once everyone understood the plan, Queen Erranda assigned two groups of four units each. The first group was composed of three drones and Queen Erranda as the leader, while the second was composed of Scratt, two other drones, and Chitin as the leader. The two groups split up to the ovens in two directions, with Erranda's group going to the back and Chitin's group to the front. There were twenty-four total oven/beds in the whole kitchen, minus the one they already did, which meant they each had to do eleven or twelve each.

When they reached their next ovens, both groups faced some more gingerbread men, who tried to stop them from breaking Mae-Eye's spell from the drones. Having learned from their first encounter, they just flew past the ground-bound soldiers and squeezed through the gaps in the door, and slapped more changelings awake, adding to their numbers. There were about four or five changelings per bed.

As they moved on, sometimes the two groups would just eat the gingerbread men before freeing the sleeping drones. In case there were too many minions to handle on their own, they would just pass them. But as their numbers grew, they gradually led to the former.

By the time about half the hive was restored, some gingerbreads came back flying in life-sized toy planes that fired pocket-sized pies at the changelings. Thankfully, Chitin solved this problem by assigning half of his group to attack the pilots, while the other half focused on waking the influenced changelings.

By the time the two came back together, the hive was almost complete and they were down to one last oven.

"Did you get everypony?" Erranda asked Chitin.

"Including my starters," Chitin told her, "I've counted about fifty!"

"Good! Same here," Erranda gestured to the drones behind her. "It looks like we're down to a few more."

Realizing the sheer number and power of their adversaries, one gingerbread man whistled loudly to assemble every one of its comrades that remained in the kitchen. They set themselves into formation, stacked themselves up on each other, and then fused together to form into something larger, creating a huge shadow that loomed over the hive.

"Huh?" Queen Erranda, Chitin, and the rest of the hive turned around to see something form out of the gingerbread men! Eventually, it transformed into a giant, monstrous version of the gingerbread men which sported candy corns for teeth and claws, and frosting for drool dripping from its mouth. Its frosting design resembled an old-fashioned military uniform with shoulder pads and a red, heart-shaped badge at the left side of the torso.

_RROOOAAAARRR!_

Its breath blew hard enough to blow their manes and turn them frizzy, and they had to set their manes back straight.

"Drones!" Erranda commanded, "Attack!"

The hive swarmed at the monster, but it swung its massive arms to knock off a good portion of the swarm, rendering them dizzy from the spinning.

Queen Erranda pointed her horn at the monster and then launched lightning bolts from it. It zapped the monster at its right arm and left a small burn where it hit.

With an irritated roar, it swung an arm towards Queen Erranda, who instinctively wrapped a magic bubble shield around her. The shield managed to absorb all the damage, but the sheer force of the blow broke the shield and sent her plummeting to the floor!

Chitin felt sweat drop down his cheek as he tried to think of a way to defeat the monster. _Dang,_ he thought. _That thing must be strong! At this rate, we're not gonna make it out of this alive!_

He saw the heart badge emblazoned on its chest. _That thing! Maybe if I strike there, we'll be able to destroy it!_

Chitin shifted to a black-feathered gryphon form, and cupped his front paws in front of his beak. "Hey you! Ginger-vitis!" The monster turned its bulk to him, "did you know your breath smells like diamond dog, you big stupid pastry?!"

It roared again before readying another punch at Chitin, who darted toward the heart badge to gain speed. Before the monster could land another punch at Chitin, it missed. When he got into the length of its arms, he curled up into a ball and shifted into a small armadillo.

_Crack!_

Chitin shot through the heart badge and came out the other side, and eventually landed near the window. The gingerbread abomination did not scream, and instead just froze in place. The drones it knocked down earlier came back to their senses and looked in amazement at what happened, even Erranda did the same.

The monster slowly tilted backwards before eventually falling over toward where Chitin landed. When he uncurled his armadillo form and saw the thing falling down towards him, he quickly shifted into a cheetah and rushed out of the way! Upon finally landing, its head snapped into pieces before the rest of its body broke into huge chunks. It was down.

After the giant monster was destroyed, the last oven was searched and the drones were awakened from Mae-Eye's spell.

"That's the last one," Chitin turned to Queen Erranda. "Is that everypony?"

"Hmm," she put her front hoof on her chin. "Let me check."

She turned to her restored hive so far. "Attention everypony. Group up!" All the drones paid attention to her, "I need to make sure everyone in the Locust Hive is present!"

All the drones, including Scratt, onto the ground and formed rows of squares of 25 drones each, while Queen Erranda and Chitin hovered above them.

"Let's see," Erranda started counting, "twenty-five, fifty, seventy-five, a hundred and... ten, eleven, a-a-and... twelve. Good, that's everypony."

She and Chitin flew down closer to the hive.

"Alright!" She announced, "now that the whole hive is assembled, let's get out of here and go back to Equestria!"

When she turned around, all the drones started beating their wings as they all rose up into a swarm behind her! "Let's go!"

Queen Erranda and Chitin zoomed forth toward the great wide front exit as the hive followed. They closed in on the exit, when suddenly...

_POOF!_ _"And just where do you think you're going?!"_

Queen Erranda's swarm screeched to a halt when an enraged 50-foot-tall Mother Mae-Eye teleported in front of the exit and blocked their escape.

"What?!" Erranda, along with the rest of the hive, was baffled. "And just when things were going our way!"

"I thought I heard some racket downstairs, and I should have known it was you!"

Seemingly out of nowhere, an army of more gingerbread men flanked the Locust Hive on one side.

"I found you, I took you in, and then I cared for you in our new home, and now look what you did to my beautiful house!"

Another army flanked the other side.

"I cook, I clean, I feed you, and I clothe you! All those things I do for love, and this is how you repay me?!"

Yet more gingerbreads come up from behind the swarm.

"And especially you, Erranda!" Mae-Eye pointed her giant wooden spoon-wand at her, "you're the one responsible for refusing to join us in our new family, and then promptly corrupting my children!"

Soon the entire hive was surrounded by hordes of Mae-Eye's minions from all across the room and above in the air, trapping them with no hope of escaping.

"And now, I'm going to give all you rascals a good sound spanking!"

Queen Erranda was stricken with terror as Mother Mae-Eye once again cackled loudly.

"Oh, c'mon!" Scratt complained from behind, "we just ate!"


	4. Act 3 - The Battle Against Mae-Eye

**Act 3 - Battle against Mother Mae-Eye**

**T**he Locust Hive was surrounded by hordes of gingerbread men and flying pilots, while a gigantic Mother Mae-Eye blocked the front door, while glaring down at the trapped swarm.

Scratt was surprised at Mother Mae-Eye's appearance. "Is that her? Eugh!" He suppressed the urge to vomit, "she looked a lot nicer before!"

Mae-Eye's attention was to Queen Erranda, "you should be ashamed of yourselves after what you did to my creations!"

"I suggest you move out of the way, Mae-Eye" Queen Erranda warned, "if you don't want to lose more of your minions!"

"Ah!" Mae-Eye lifted a finger, "you didn't say _Mother_ Mae-Eye, Erranda!"

"Because you are _not_ a mother," Erranda reviled. "You are a vampire who is not even worthy of that title, especially after what you've done to whom you call your own 'children'." She remembered from Mae-Eye's monologue about "heading home," and something about the "titans". "In fact," she added, "I doubt you even belong here."

"Why how rude of you!" The witch rebuked, "you should have accepted me as your mother when you had the chance, then we would never have to deal with all this trouble! Although," she grabbed her chin as she recalled something, "you are right that I am a bit of a foreigner." Her attention turned back to Erranda, "do you remember the time we've first met, when I told you I came from a faraway place?"

Erranda's grimace dropped into curiosity as she realized she was about to get the answers she wanted. "Yes, I do."

"Well, it's true." Mae-Eye confirmed, "I _do_ come from a faraway place. A very, _very_ far away place. You see, I'm not really from Equestria. I'm from another world called Earth."

_Now everything makes sense._ Erranda realized, _knowledge of powerful magic, an entire reality underground, being an unknown species, it all comes down to a creature from another world!_ "How did you come here?" She demanded.

"I'll tell you everything you need to know," Mae-Eye waved her spoon-wand as she cast another spell. "But only because it's the last thing you'll know before you're grounded!" She summoned images that changed as she explained her origins, and it took the appearance of an old film movie that began with the countdown.

_5_

_4_

_3_

_2-_ Boop!

"It all started in a big city where five teenage superheroes, called the Teen Titans, lived to protect the townsfolk from nasty criminals. I was busy selling my things there, when one of the Titans bought one of my precious pies and then brought it to their home. After they've eaten the pie, they soon became my children. They were the first ones I had in a long time, so I took care of them, clothed them, fed them more pies, and they even loved me for those things."

_Pfft._ Erranda rolled her eyes sarcastically. _Yeah, right._

"But then one little rascal became all troublesome and harassed me, and before I knew it all of my children turned into misbehaving little monsters! I tried teaching them a lesson, but they kept on rampaging my new home and ruined my work, all the while slipping away from me like little weasels. It was not much different from all of you. In fact, Erranda," she pointed at her with her wand, "you even remind me of her a bit with your big eyes, long hair, dangerous magic spells, and rebellious demeanor!"

"Count on it," Queen Erranda said.

"So anyways, the worst of it came when they took my wand and then banished me, along with all of my work, into one of my own pies! Thankfully for me, they were still sweet enough to send my pie to one of their friends, the H.I.V.E. Five, and so I took _them_ as my children. But then something still haunted me - I still felt like the Titans were my real children, only to be reminded of what they've done to me earlier. I still wanted to punish them for it, but I was just too busy with the H.I.V.E. to simply leave them unattended.

"So I asked myself, 'how do I punish the Titans and reclaim them as my children without them banishing me again?' I thought, and thought, and thought, and thought, until I saw the leader of the H.I.V.E., Jynx, who was a powerful psychic. One day, I went up to her and I said, 'Jynxie-Boo my dear, mother would like for you to do her a favor. Why don't you use your magic tricks and take me to a place with lots of love. That way, mother can do some business there.'

"Though it was hard on the little one, she did just that. Before I entered the portal, I told my children to behave while mother is away, left behind lots of pie so they don't starve, and then waved them good-bye. When I entered the portal, I found myself in a wild forest very much like the ones back home. Then I saw a town nearby, and so I decided to take a look, and I was amazed by what I saw. That place the portal took me to just so happened to be a little magical land of ponies, where they all live and frolic in love, peace, and friendship; Equestria! A lovely name, don't you think?

"With all this love in the air (some places more than others), it was the perfect place to set up shop, and gather their nourishing love so that I will become stronger than ever! I will start by making some pies for the ponies, make them into my children, extract their love by baking them into _more_ pies, and sell those pies to more ponies and so on and so on until I get all the love Equestria has to offer. That way, once I return home, I will punish the Teen Titans without being opposed ever again!

"And things went along so well for the first few days, until _you_ came along, and... well, we all know what happens next!" The magical images get sucked back into Mother Mae-Eye's wand.

Scratt clapped his hooves after the "movie," but when the other drones looked at him, he stopped and sank into the crowd. "Sorry," he smiled nervously.

Queen Erranda only loathed Mae-Eye even more, "so your destruction of Equestria and all of its inhabitants, your brainwashing, all of your kidnapping, and your pursuits of power are all just so you can squish a few insects? This is low! We shall defeat you just as the Titans have before!"

"Such brave words for someone like you, Erranda," Mother Mae-Eye took a few small steps forward. "But since you rascals are behaving so horribly today, I'm afraid I'm going to punish you, **by sending you all to bed!**"

Mother Mae-Eye waved her wand. The front door suddenly locked itself with wafer boards, and all the windows suddenly closed with blinds, dimming the room slightly with the only light coming from the sunroofs at the ceiling.

"Your efforts against us are pointless, Mae-Eye," Erranda boasted confidently. "For we will devour your minions just as before. Drones," she commanded, "feed on her minions!"

But she suddenly heard some groaning and complaining behind her. When she checked on them, she realized her changelings became sluggish and full from eating the gingerbread men earlier.

"No more food."

"Oh my stomach."

"Give us a break."

"Oh," Erranda face-hoofed herself. "Whoops."

She was suddenly hit by Mae-Eye's magic bolt. She rubbed her head as Mother Mae-Eye laughed at her, "that's what happens when you eat too much sugar!"

Queen Erranda growled at her, _I never thought I'd say this, but she's right, my drones are just too full to devour her minions. How do I defeat her?_

"Take them down, but keep them alive!" Mother Mae-Eye commanded her minions, "I'll need them for my new confections." The horde of gingerbread men all ganged up on the Locust Hive, who were outnumbered about five to one.

"Forget about eating them!" Erranda encouraged as the drones prepared themselves for combat. "We'll have to fight them to get out of this!"

With no other option left, she and her swarm attack the legions of her minions with a variety of methods, like simple bucking, transforming into different creatures, and flying upwards to get the pilots mowing them down from above. Queen Erranda burned one group of gingerbreads with a flamethrower spell, and grinned as she saw them burn into immobile crisps draped in viscous frosting.

A weary Chitin knocked one back with a magic bolt, then he snapped another's head off in half with his back hooves. He chopped down a few more that surrounded him.

Scratt joined the drones flying after the fighter pilots. "Oh hayseed," he complained nervously. "What have I gotten myself into?"

As Scratt hovered idly in midair, one of the life-sized planes, which resembled a World War II fighter, caught him on its sight. Its pilot wore classic leather flying gear with a pair of goggles over its eyes. It zeroed in on Scratt through the cross hairs and then locked the plane's weapons on him.

When he heard a noise grow louder nearby, Scratt turned around and gasped to see a fighter plane closing in on him. "Uh oh!"

The plane fired pellet-sized pies at Scratt, who dodged them by flying above it. The pilot flinched and then clenched its candy corn teeth at losing his target, so he turned the plane around the other direction.

Meanwhile, Scratt watched it from above and sighed in relief. But when he saw it turn around, he blurted "oh c'mon!"

The plane whizzed over at Scratt and shot more rounds of miniature pies, though it missed every time thanks to Scratt's small size. Later on however, he jerked and then plummeted into the ground. The gingerbread pilot grinned at believing he caught the little drone, and so went on to find other ones. It did not notice a pair of antennae behind its seat.

"Ha ha!" Scratt popped out behind the pilot, catching it off guard before grappling it under the arms, throwing it into a fatal plunge before flying off. Scratt used the same trick before while he was with Chitin saving the hive from Mother Mae-Eye's spell. The empty plane headed straight towards Mother Mae-Eye, who screamed as it zoomed past her before missing her and crashing into the wall.

After seeing the wreckage, Mother Mae-Eye stared disapprovingly at the Changelings breaking her cookies. "Hmm," she pointed her wand to the battle. "Perhaps it's time they get help from Mother Mae-Eye."

She used her magic to lift all the broken pieces and latching them together. What resulted were twisted, disfigured, Frankenstein-esque abominations whose body parts were glued together with blood red frosting.

"What?!" Queen Erranda reacted, "she can revive them out of broken-off parts? This just gets better and better!"

The abominations attacked the drones in their new forms. Queen Erranda and her drones tried to break them apart like before, but at each time the broken parts only rose up to reassemble into more abominations.

Erranda kept using a flamethrower spell to burn the gingerbread mutants and melt their frosting, so it was very effective. She also shot out streams of water from her horn to soak them up and turn them into a soggy mess, and even causing any of them that stepped on the puddles to slip and land on their rumps, or in some cases each other. But the rest of her drones did not fare so well, orange-tinted sweat trickled down their faces from all their fighting. Some of them even became too weak to keep fighting, and were ganged up by the gingerbreads.

"I don't know... how long... we can... keep this up!" A drone next to Queen Erranda panted, "they... just... keep on coming!"

"Then we'll need a different strategy," even she began to tire. "Remember that our priority is to leave here intact and return to Equestria!"

"But how?" He gasped, "All the... exits... are... closed... What are... we... going... to do?"

The queen hurriedly examined the situation, but she only saw overwhelming armies of gingerbreads - some normal, others mutant - surrounding their hive numbering barely over a hundred. There was also Mother Mae-Eye who blocked their only exit out of the world she created, and smugly watched the fight turn to her favor. Erranda realized that they were only wasting time and energy on Mae-Eye's minions who keep regenerating via her magic, and this caused their disadvantage. They were fighting a losing battle. Unless...

"We're not gonna survive this by fighting those things!" She reasoned, "We'll have to take to the air and take out Mae-Eye ourselves!"

"I... don't wanna... question your orders... my queen." He questioned, "but what... about... her magic? And how... are we... gonna... beat her?"

"We don't need to," she answered. "We'll need to distract her away from the door and unlock it! Am I clear?"

"Yes, my queen."

She turned her attention toward the center of the battle where the rest of her hive was, and rallied. "Everypony, listen up! The crooks will not reach us if we take to the air, we're going to bring Mae-Eye away from that door so we'll get out of here!"

The drones that still fought on the ground rushed over to their queen, and hovered their wings as soon as she did.

"Let's do this." After she pointed to Mother Mae-Eye herself, Queen Erranda and her entire hive left the ground-bound gingerbread army behind to fly toward Mae-Eye.

"Oh no you don't!" Mother Mae-Eye conjured a house-sized metal spray can with a picture of a dead bug and the words "Pest-B-Gone" on its surface. When she sprayed the can at the Changelings, they all whittled down in hacking coughs. Their lungs burned and eyes stung when they came into contact with the fumes.

With the drones unable to move, the gingerbread men that were still the right shape tied up each of them, including both the queen and Chitin, in rope-like licorice.

Chitin tried to protest, "_*cough* *hack*_ let me go, _*cough*_ you crazy _*cough*_ freaks!"

The drones that still had some energy left tried to break the ropes, but they could not set themselves free.

"Crud," Scratt cursed. He was tied up alongside Erranda and Chitin, "so much for _that_ idea."

"You've been bad, bad little children, love bugs!" Mother Mae-Eye rebuked to the fallen swarm. "Honestly, I don't know why I didn't think of this sooner! Now," She waved her wand to prepare a spell. "It's time to eat. This time, it'll be something big enough to feed every one of you!"

Mother Mae-Eye wasn't joking around when the pie she created was easily the size of a swimming pool to the changelings, and so it hovered high above the ground and cast a huge shadow over them.

_Dang,_ Chitin felt overwhelmed. _That thing is massive! It's almost as if Mae-Eye herself could-_ something lit up inside his mind. _...fit inside it._

He turned to the aforementioned witch.

_How did those Titans defeat her again?_

Upon examining Mother Mae-Eye, he noticed she was channeling her magic through her wand. He glanced at the pie, and then back to her wand, when he remembered something from her monologue,

_"__...the worst of it came when they took my wand and then banished me, along with all of my work, into one of my own pies!"_

_The wand. Of course! I'll use her wand against her by using it on that pie!_

"Mother!" He called over.

"What?"

"I have a plan that could defeat Mae-Eye!"

"How are we gonna do that?" Erranda reminded him, "She has us on the ropes."

"We'll use Mae-Eye's wand to banish her in that pie, that's how the Titans defeated her back in that other world!"

"But how are we to grab it from her hands and use its magic? Surely she'll try to stop us with it."

Chitin looked again at Mother Mae-Eye, whose minions moved out of the way of her giant pie as she set it nearby. He returned his attention to the queen, "listen."

He whispered something in her ear.

"What?" Erranda reacted, "what about those-?"

Chitin continued whispering, and Erranda grew more and more intrigued by what she was hearing. She commented, "I'm not certain that it will work, Chitin. But it may be our only chance."

They felt thundering footsteps as Mother Mae-Eye walked towards them, tippy-toeing her way across her minions. "Now, time to eat!"

A changeling protested, "But we're too full!"

A huge cloud of magic formed around the immobilized swarm, carried them up and towards the pie, and removed their licorice bonds, knowing they couldn't escape anyway.

Scratt said his prayers in tears while Erranda and Chitin stared down with dread at the confection below, for they knew they saw what could be their ultimate fate. With that in mind, they shut their eyes tightly and took a deep breath.

"Now, _eat!_" She dunked the whole Locust Hive deep into the pie, and then waited.

And waited...

And waited...

And still waited... but they never rose back up.

Mae-Eye grinned at her finally subduing her adversaries, and reasoned that by now the whole swarm should be influenced once again.

All the changelings popped back out of the pie. Their eyes returned to the fatigued appearance of the spell's effects, followed by the weak smiles, and their bodies, especially their mouths, were covered in the cherry paste and crust. Even Queen Erranda was influenced this time, as her mane became all sticky and messy. Oddly enough, their eyes did not change color like before.

"Hello, mother." Scratt greeted affectionately, "we're sorry with what we did before. We don't know why we were so upset."

"But then you showed us how you loved us," Chitin chimed next. "When we tasted your delicious pies again, we realized what it means to be family. And Mother Mae-Eye," he added, "you are our family."

"In the end," Queen Erranda finished, "there is only one thing that matters to us, and it's the fact that we love you."

The entire hive finished their speech in unison. "We love you, Mother Mae-Eye!"

"Aww..." Mae-Eye clasped her hands endearingly. "That is much better! Much, much better!"

When she pulled them back out, one could tell that the licorice ropes were gone from them.

"Now come with me, my children." Mae-Eye beckoned, "it's very late for bed."

"Yes, mother." The hive rose up in front of Mother Mae-Eye at her face, and moved forward.

Chitin glanced back to her, and yelled, "Now!"

About half the hive buzzed to Mae-Eye's shocked face, and swarmed her around like a swarm of angry bees. She yelped as she flailed frantically at the swarming drones, dropping her spoon-wand to the floor.

With Mae-Eye successfully distracted, Chitin rushed down to her spoon-wand, which was the size of Queen Erranda, and then snagged it with his magic.

Mother Mae-Eye saw Chitin with her wand through the swarm of changelings. "Give that back, you thieving rascal!" She shook her fist at him, "that thing belongs to Mother Mae-Eye!"

Queen Erranda settled near the pie while the rest of her hive followed, and took a deep breath.

"Okay, here goes."

When she used her magic, the orange aura formed around the massive pie. She strained more and more as she tried to lift the massive object, but took about one minute before she managed to carry it a few feet off the ground. Already she started to wear out as the aura around her horn intensified in color and shifted more viciously, and having previously spent her magic on attack spells didn't help it either.

"Help me lift thing!" The queen screamed, "I can't do this by myself!"

"Oh, right away, queenie!" The rest of the drones flew over to carry it from the bottom of the tin, lifting it much higher.

With Mae-Eye's wand still in possession, Chitin watched the pie slowly rise up to his level. But he worried about Queen Erranda's condition if she was using every magic reserve she had left. _I hope mother can hurry it up even with the others helping her out, _he thought. _Because I don't know how long we can keep Mae-Eye distracted long enough to make it work! It looks like we're coming close, though,_ he added hopefully, _so I'll use the wand on that thing and hopefully she'll be banished for good._

As Erranda turned the pie to face Chitin, sparks flew around her horn, which by then burned like a hot stove.

Meanwhile, Mother Mae-Eye was still too busy with the drones around her to focus casting spells. "Get off me! Get off me, you nasty little insects! Yow, that stings!"

Chitin strained himself as he channeled his magic into the wand, changing its pink aura to orange.

"_HrrrrAAAAGGHHH!_"

He successfully used the magic on the giant pie. Before long, the thing started floating by itself, taking a metaphorical mountain off Erranda's shoulders. The crust was replaced by an outlandish swirling portal of black and white enigma.

Mother Mae-Eye swatted Chitin away, crashing him to the floor.

"Haha!" She caught the wand, "I got it!"

But she gasped long and hard when the castle started warping around her. Then a wind blew towards it, which started as a breeze before growing into a gust, until eventually reaching hurricane speeds. The mutated gingerbreads were carried away by the force, as well as the flying planes, and even some small items like utensils.

Mother Mae-Eye lost her wand again to the portal. "No, what have you done?!"

Even at hurricane speed, the "wind" still kept getting stronger as it sucked everything in like a giant vacuum. Yet for some reason the Locust Hive was the only thing that stood, though they still felt the intense wind!

By the time a tornado-like speed was reached, the castle began to fall apart; the oven-beds and doors of cupboards were torn off and warped by its strength. Even the pie on the changelings' bodies and manes cleanly peeled off.

"That thing will suck us down with her if we stay here," Erranda told her hive. "Quickly, we need to get out of here!"

They tried to reach the front door, but it broke apart from the sucking, revealing that it wasn't just the castle that was falling apart; it was everything of Mae-Eye's creation, including the very reality of her candy land world. Mother Mae-Eye panicked as she struggled to escape the vortex of doom. "How... dare... you... do... this... to me!" When her body got lifted up, she screamed as she whirled around uncontrollably. Still pinned to the ground against the black hole, the Changelings watched as everything got sucked in like a drain.

After a few minutes, everything faded into what seemed like an endless, black, empty void where not even the ground they stood on was visible. By that point, Mother Mae-Eye was the last thing in what was left of her world, and she slowly sank very closely into the pie as she reached out in vain to escape. Finally, when her body was squeezed inside the portal, she attempted to push her out with whatever strength she could muster, but literally nothing she could do would stop her inevitable fate.

The last they saw of Mother Mae-Eye was her face, and then her long nose sinking inwards. "No. Not again! How could this happen to me?! _NO-O-O-O-O-O-O...!_"

Suddenly, bright light leaked out from the portal against the void. When the final trace of Mae-Eye was gone, the Locusts averted their eyes when a massive flash of light filled the entire void, essentially turning it from black to white.

The next thing they knew, they were in a small, very familiar clearing surrounded by green forest with rustling leaves and bird song. The changelings looked around to familiarize themselves, before they realized that this was the same spot that Mother Mae-Eye's shed was at.

They turned to where it should be, but it was gone. The only sign of it was a large dirt patch where it once stood. With all this in mind, only one thing was certain; they have returned to Equestria.

The pie that Mother Mae-Eye was sealed in stood right on the ground, except now it shrunk to normal size. Queen Erranda slowly trotted to the cursed pastry and looked down at it. Even though the otherworldly witch was banished from Equestria, Queen Erranda didn't feel that her deal with Mae-Eye was quite finished yet.

The Locust queen thought about how Mae-Eye tormented those Teen Titans back on their world, and how she came here through their "friends," the "High Five" she thought it was called? And finally on how she tried to devour all life on Equestria, including the drones. If Mother Mae-Eye was that dangerous, then by no means would Erranda allow such an evil entity to travel the world, or between worlds, and destroy everything it touched. So instead of devouring it, Queen Erranda had a more fitting end for Mother Mae-Eye.

She smashed it, getting the sticky paste and crust over her hoof. The ruined pie, along with the mess, morphed into a pink cloud of magic that rose into the sky, and disappeared.


	5. Epilogue

**Epilogue**

**E**very Changeling in the Locust Hive cheered in celebration of Mother Mae-Eye's defeat, and their safe return to Equestria. Though tired and suffering a terrible headache from using all of her magic, Queen Erranda was glad to see them happy and safe from calamity, and Mae-Eye receive her just reward.

But the good feelings were short-lived, for Chitin groaned painfully as he laid on the ground. The drones made way for the queen, who ran quickly over to him.

"Chitin!" She tried waking him up, "what happened? Are you alright?!"

He breathed shakily as he looked up to see her. "I... I am sorry... mother," he answered weakly, "that witch... struck me down... after I used her wand."

The changelings gasped. Scratt galloped to him, "Chitin? Oh my gosh, are you hurt? _Is he dying?!_ Oh no, please don't die on me!"

The queen snapped to him, "Scratt, step out of this! I'm trying to help him!"

The drone shyly backed off. Considering he suffered from blunt damage rather than cutting, there was no bleeding on Chitin. Regardless, she gently scanned his body with her hooves for anything that might represent an injury. When she reached his shoulder and upper torso, he groaned in pain, and she stopped.

"Oh no," Erranda gasped, "His bones are shot." The drones gasped again. She continued, "I could cast a healing spell on him, but my magic is depleted right now. I'm afraid we'll have to care for him until I regenerate enough magic to do one."

"No," he protested weakly. "I can... still..."

When Chitin tried to get up, he would only jerk in pain and go back down.

"No, Chitin." Erranda told him, "Stay down. We'll find another way to heal you."

"You have nothing to worry about, your highness," a soft, mysterious female voice assured. "I will take care of that."

Queen Erranda's ears perked, and then looked back up to see, to her surprise, another figure in front of her. Everypony else did the same, and it turned out to be a tall, beautiful mare of Queen Erranda's size.

Her smooth, clean coat was colored white, though with a very faint tinge of pink. Her sparkling, perpetually flowing mane and tail sported about four light colors, and part of her mane covered one of her purple eyes. An elaborate cutie mark of an orange sun was emblazoned on her flank. Interestingly, the pony possessed both a long unicorn horn and large, powerful pegasus wings at once, meaning that this was no ordinary pony. She wore lavish gold horseshoes and a large sort of breastplate necklace adorned with a diamond-shaped purple gem. And finally, behind her horn, she wore a golden crown that also had the same sort of gem.

The graceful mare calmly trotted toward their direction. The changelings, especially the queen herself, stood themselves ready as though she were an intruder. But she showed no sign of fear or aggression, only a calm smile.

"Coming through," she said politely as she entered the crowd of changelings, who cautiously backed away from her and hissed in fear. By the time she approached Chitin, Queen Erranda readied herself against her.

"Step away, pony." She threatened the alicorn, who only raised an eyebrow at her. "I don't know why you are here, but if you dare harm Chitin, so help me I will make sure of it that-"

When she closed her eyes, the alicorn's horn glowed with a very light gold aura. She gently lowered her head to him and touched his shoulder, and soon his body was awash with the same golden aura.

After it faded, Chitin's pain disappeared from his body, and then he slowly got up on his hooves without any problems. The queen was left breathless by this mare's mysterious power. The drones stopped hissing at her.

"But... why did you heal Chitin?" She asked still in awe, "and why aren't you attacking us?"

The alicorn giggled. "Because I saw the pickle you were in. And don't you worry, little ones. I am not here to harm you, but to tell you a message."

"Pardon me for asking," Erranda said more diplomatically. "But who are you?"

"My name is Celestia." She introduced herself, "Princess Celestia, and my sister and I are the leaders of Equestria. Pleased to meet you!"

If Erranda wasn't so overwhelmed before, now she was, due to the fact that Celestia both healed Chitin's broken bones where she couldn't _and_ that she was the ruler of the pony nation.

_Well,_ Erranda thought to herself. _She did heal my son, so I guess it'll be worth a shot._ "I too am pleased to meet you, Princess of Equestria. I am Queen Erranda of the Locust Hive, and thank you for saving my son here."

"My pleasure! Although it looks like you need help yourself," the princess added when she noticed Erranda wincing from her headache. "Here," her horn glowed again, "let me set you right."

"No, it's quite alright. I-" Princess Celestia already touched the queen's head with her horn, and she was surrounded with the aura, alleviating her headache and restoring her to full strength.

"Okay then," she resumed. "You said you came here to deliver a message, what is it you wish to tell us?"

"I sensed a terrible presence lurking in my kingdom, so I sent some scouts to investigate. Three days later (that is, this morning), they reported to me about a mysterious shed in the middle of this forest inhabited by a never-before-seen being, who captured an entire swarm of changelings and defeated their queen with her magic."

"Wow," Scratt commented. "That sounds like us."

"I was going to send my students to deal with this crisis," Celestia continued, "but then something unexpected happened. Her presence disappeared, along with all traces of her magic. I was very intrigued at this, so I teleported here to check, and saw the very same changelings from the report.

"So let me ask you a question, Queen Erranda. What happened here?"

The queen told the princess about her whole experience in detail. She started with how the witch named Mother Mae-Eye did not actually defeat her, but rather knocked her unconscious. When she woke up, Erranda went to rescue her drones, which led her to an artificial reality hidden underneath the shed. She then elaborated on Mae-Eye's entire plan to destroy Equestria through her bake-and-sell method (to which the Celestia shuddered), and then gain enough power to defeat her former adversaries back on her home world. The queen went on to her own plan to restore her hive, including the cure through slapping, and how she succeeded. And finally, Erranda described her final confrontation with Mother Mae-Eye, how they banished her, and then how she herself sealed her fate.

"Oh," Princess Celestia surmised, "so it was you who vanquished her?"

"With the help of my son, yes," she answered confidently. But she suddenly gradually lowered her head down and turned away from the princess.

"Is something amiss?" She lost her smile, "are you not happy your children are back in one piece?"

"I am, but..." she sighed. She thought about how she treated her drones this morning, and how it led her into almost losing her hive, and therefore her dignity as queen. Would the princess judge her? She knew that ponies and changelings do not go well together, especially with the latter's treatment of the former.

"You know, princess," Erranda confessed. "_I_ may be to blame for my loss of the drones to Mother Mae-Eye. They were behaving a bit unruly lately, so as the queen I had to control them by monitoring their behavior in any way I can. But this has made me unpopular with my subjects, so they rebelled against me and allowed themselves to get captured by her. I wish to apologize to them and reform my policy so we can live more at ease."

Princess Celestia smiled again, "you have no need to apologize, and it is good to see that you care for them. Though you are right that you'll need to make better decisions next time, because while your intent was good, it's _how_ you do so that is equally important.

"And I have some good news for you," she added. "Not only have you bravely stood up to rescue your subjects in a time of need, but you also saved Equestria from a potential threat. This shows you have much greater compassion for your subjects, and the world as a whole, than most of your kind. Another Changeling queen would simply abandon them and replace their numbers."

Erranda felt a bit flattered. "You know," she figured, "that is true now that I think about it."

"Perhaps what I should really say is," Princess Celestia corrected herself, "thank you for saving our kingdom, Queen Erranda."

Queen Erranda had mixed feelings about this. While she stopped Mother Mae-Eye partly with Equestria in mind, she didn't save it out of concern for the native ponies, but rather because the land itself could be in danger, as the lack of food would starve the Locusts to death. But then again she and her hive cared for the land, too, because they are a fundamental part of the world just as much as ponies, animals, and even grass. So perhaps that still counts as saving Equestria.

"Our pleasure, Princess Celestia," Erranda smiled.

Princess Celestia smiled back, and then turned to the drones. "And to all of you, as well!"

The changelings responded in various responses of bashfulness, modesty, or pride.

"Oh gosh, you make us blush!"

"You're welcome!"

"Don't thank us, we get these things all the time!"

Celestia giggled again as listened to them amusingly.

"Now, please excuse me," she turned to walk away from the changelings and towards the edge of the clearing. "I must return to Canterlot to fulfill my duties."

She stopped to look back to the Locust Hive. "Oh, and one more thing. Please stay out of trouble with the ponies, we are the rulers and guardians of their kingdom after all. Enjoy your day!"

And with that, she cast a magic spell and teleported away in a bright flash of light.

Queen Erranda sighed as she turned to her subjects with ears laid down. "Look, everypony," she started. "I'm sorry that I've been such a foal to you guys. It's just that because I'm queen, I wanted things as smoothly as possible. I wanted you all to behave just so there won't be any problems. But... it looks like I got so carried away with it that I didn't stop to think about how I made you feel.

"I know this might sound a lot to you guys after how I've been," she continued. "But will you please forgive me?"

The drones all exchanged glances, and stared at each other, and then to the queen, and back to each other. After they all finally turned to back to her, one of them endeared, "not to worry, queenie. We forgive you."

Queen Erranda sighed in relief, and felt her spirits suddenly lifted as though they were dragged down by some weight that she carried for a while. For some funny reason, she even felt a little younger.

"Thank you," she smiled. "Now," she turned back forward and stood proudly in her renewed enthusiasm. "Shall we all chow down this place like before?"

The changelings protested loudly behind her. When she checked back on them, Erranda was shocked to find they were still full and exhausted from earlier.

"Oh... shoot." Erranda retracted embarrassingly, remembering the events from before. She eased back up, and smiled. "You know what, take a break. It's been a long day."


End file.
